EXHIBIT
SETTLEMENT AGREEMENT
THIS AGREEMENT ("Agreement"), dated this 14th day of July 2006, is entered
into by and among SearchHelp, Inc. ("SearchHelp"), a Delaware corporation, and
Bioneutral Laboratories Corporation USA ("Bioneutral"), a Delaware corporation
with its principal address at X.X. Xxx 0000 Xxxxxxxxxx, Xxx Xxxxxx 00000-0000.
SearchHelp and Bioneutral are hereinafter referred to individually as a "party"
and collectively as the "parties").
WHEREAS, SearchHelp , commenced an action (the "Action") by verified
complaint dated February 27, 2006, (the "complaint") against Bioneutral and
Environmental Commercial Technology Corp ("ECT"); and
WHEREAS, Bioneutral and ECT denied the allegations of any wrongdoing
contained in the complaint; and
WHEREAS, the subject matter in the Action is a certain Participation
Agreement and related documents dated February 3, 2004, pursuant to which
SearchHelp was to receive a participatory interest equal to 5% of the gross
sales of certain products, more fully defined therein, used to remediate and
prevent the growth of mold and fungus (the "Compounds") and a Settlement
Agreement, pertaining to the rights and obligation of the parties in connection
with the Participation Agreement, executed as of October 20, 2005 (the
"Settlement Agreement"); and
WHEREAS, the parties hereto wish to clarify certain terms and conditions
pertaining to the Participation Agreement and subsequent Settlement Agreement
and resolve certain disputes, with prejudice to asserting or reasserting various
claims arising therefrom, pursuant to the following terms and conditions:
AGREEMENT
1. A. Pursuant to Paragraph 8 of the Settlement Agreement, the parties
acknowledged Bioneutral's ownership of 300,227 shares of the common stock of
SearchHelp. In accordance with prior agreements and orders entered into in the
Action, Bioneutral was authorized to sell 75,000 shares of SearchHelp stock, and
thereafter sell 20,000 shares of stock per week, until the entire 300,227 shares
of stock have been sold. Bioneutral acknowledges that, to date, it has sold
60,000 shares and that 240,227 shares remain outstanding. Of this 240,227
remaining shares, Bioneutral will deliver to Xxxxxx Xxxxx, or his designee,
32,500 shares, pursuant to written instructions previously delivered to
Bioneutral by Xxxxxx Xxxxx. It is hereby agreed that of the remaining 207,727
shares, Bioneutral may sell up to 40,000 shares per week until all of the
remaining shares have been sold. Any unsold share amount of this 40,000 does not
carry forward to the following week, meaning that no more than 40,000 shares can
be sold during each calendar week. These restrictions are not applicable in the
event of a merger or sale of SearchHelp, or a tender offer or exchange offer for
SearchHelp.
2. It is further agreed that if SearchHelp locates a third party buyer for
any or all remaining shares in Bioneutral's possession, Bioneutral may sell, if
it so chooses, any or all of these remaining shares to the third party buyer at
a price agreed to between Bioneutral and the buyer.
3. It is further agreed that Bioneutral will provide at least one general
update per quarter as to the status of the Compounds. Said update is not
required to disclose confidential trade secrets or proprietary technology data.
4. In lieu of cash payments pursuant to the Settlement Agreement,
SearchHelp assigns to Bioneutral, and Bioneutral accepts the first $100,000 in
participatory interest payments that SearchHelp is to receive from and after the
date hereof pursuant to the Participation Agreement.
5. Upon the execution of the Agreement the attorneys for the parties
hereto will sign and file a discontinuance of the Action, with prejudice.
6. All notices hereunder shall be brought by facsimile and/or electronic
transmission, with a copy by regular mail and, if to
A. Plaintiff or Xxxxxxx Xxxxxxxx:
------------------------------
0000 Xxxxxxx Xxxxxx, Xxxxx 00
Xxxxxxxx, Xxx Xxxx 00000
Fax No. (000)000-0000
E-mail - xxxxxxxxx@xxxxxxxxx.xxx
AFTER AUGUST 1, 2006 ADDRESS WILL BE:
0000 Xxxxxxx Xxxxxxxx, Xxxxx 000X
Xxxxxxx, XX 00000
Fax No. (000) 000-0000
E-mail - xxxxxxxxx@xxxxxxxxx.xxx
with a copy to:
--------------
Xxxxx & Mandelup, L.L.P
00 Xxx Xxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx X. Xxxxx
Fax No. (000) 000-0000
E-mail - xxx@xxxxxxxxxxxxx.xxx
B. Defendants
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Bioneutral Laboratories Corporation USA
Att: Xxxxx Xxxxx, President
X.X. Xxx 0000 Xxxxxxxxxx, XX 00000 Fax No. (973)
828-0250 E-mail - xxxxxx@Xxxxxxxxxx.xxx
with a copy to:
--------------
Xxxx Xxxxx LLP
Attn: Xxx Xxxxx, Esq.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax No. (000)000-0000
E-mail - xxxxxx@xxxxxxxxx.xxx
7. Nothing here contained in the Stipulation shall be deemed an admission
of any liability by any party.
8. Each party hereto shall be responsible for its own attorneys fees
incurred in connection with this action and this Agreement.
9. Each party hereto agrees to execute and deliver hereafter such further
documents and to do such further acts and things as may be required or
appropriate to carry out the intent and purpose of this Agreement, consistent
with the terms hereof.
10. This Agreement may be executed in counterparts and facsimile machine
signature shall be given the same effect as original signatures.
11. In the event one or more of the provisions contained in the Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of the Agreement. Except as set forth herein, the provisions of
the Settlement Agreement and the Participation Agreement shall remain in full
force and effect.
12. This Agreement shall be governed by and construed in accordance with
the substantive laws of the State of New York (without regard to conflicts of
law to the extent that such rules would result in the application of the laws of
some other jurisdiction). The parties agree that the Supreme Court, New York
County is the exclusive forum for the jurisdiction of any dispute herein and,
therefore, the parties consent to its exclusive jurisdiction.
13. This Agreement is the product of mutual negotiation and drafting, and
neither party is deemed the draftsman of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.
SEARCHHELP, INC. BIONEUTRAL LABORATORIES
CORPORATION, USA
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxx Xxxxx
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Xxxxxxx Xxxxxxxx, CEO Xxxxx Xxxxx, President
